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23-63-507. Control of or merger with domestic insurer — Exceptions.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-63-507. Control of or merger with domestic insurer — Exceptions.
The provisions of §§ 23-63-506 — 23-63-513 shall not apply to:
(1) Any offers, requests, invitations, agreements, or acquisitions by the person referred to in § 23-63-506 of any voting security referred to in that section which, immediately prior to the consummation of the offer, request, invitation, agreement, or acquisition, was not issued and outstanding and the issuance of which will not have the effect of changing or influencing the control of a domestic insurer;
(2) Any transaction which is subject to the provisions of §§ 23-69-142 — 23-69-145 of the laws of this state, dealing with the merger or consolidation of two (2) or more insurers;
(3) Any offer, request, invitation, agreement, or acquisition which the commissioner, by order, shall exempt therefrom as:
(A) Not having been made or entered into for the purpose and not having the effect of changing or influencing the control of a domestic insurer; or
(B) As otherwise not comprehended within the purposes of §§ 23-63-506 — 23-63-513.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-63-507
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:23-63-507
Source file: gov.ar.code.title.23.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 5b565c220fe1830ce30654dff6f87a63198c7b89367e172ef6a95464cc78d697
Source location: content.xml paragraph 31602
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23-63-507. Control of or merger with domestic insurer — Exceptions.
The provisions of §§ 23-63-506 — 23-63-513 shall not apply to:
(1) Any offers, requests, invitations, agreements, or acquisitions by the person referred to in § 23-63-506 of any voting security referred to in that section which, immediately prior to the consummation of the offer, request, invitation, agreement, or acquisition, was not issued and outstanding and the issuance of which will not have the effect of changing or influencing the control of a domestic insurer;
(2) Any transaction which is subject to the provisions of §§ 23-69-142 — 23-69-145 of the laws of this state, dealing with the merger or consolidation of two (2) or more insurers;
(3) Any offer, request, invitation, agreement, or acquisition which the commissioner, by order, shall exempt therefrom as:
(A) Not having been made or entered into for the purpose and not having the effect of changing or influencing the control of a domestic insurer; or
(B) As otherwise not comprehended within the purposes of §§ 23-63-506 — 23-63-513.
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Arkansas Code — all titles (historical 2020) · legal_authorities
23-63-506. Control of or merger with domestic insurer — Filing requirements — Definition.
(a)(1) No person other than the issuer shall make a tender offer for or a request or invitation for tenders of, or enter into any agreement to exchange securities for, seek to acquire, or acquire, in the open market or otherwise, any voting security of a domestic insurer if, after the consummation thereof, the person would, directly or indirectly, or by conversion or by exercise of any right to acquire, be in control of the insurer.
(2) No person shall enter into an agreement to merge with or otherwise acquire control of a domestic insurer or any person controlling a domestic insurer unless at the time the offer, request, or invitation is made or the agreement is entered into, or prior to the acquisition of the securities if no offer or agreement is involved:
(A) The person has filed with the Insurance Commissioner and has sent to the insurer a statement containing the information required by this section and §§ 23-63-507 — 23-63-513; and
(B) The offer, request, invitation, agreement, or acquisition has been approved by the commissioner in the manner prescribed in this section and §§ 23-63-507 — 23-63-513.
(b)(1) For purposes of this section, any person controlling a domestic insurer seeking to divest its controlling interest in the domestic insurer in any manner, shall file with the commissioner, with a copy to the insurer, confidential notice of its proposed divestiture at least thirty (30) days prior to the cessation of control.
(2) The commissioner shall determine those instances in which the person seeking to divest or to acquire a controlling interest in an insurer will be required to file for and obtain approval of the transaction.
(c)(1) For the purposes of th
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-63-506
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-63-506. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-63-513. Control of or merger with domestic insurer — Violations.
The following shall be violations of §§ 23-63-506 — 23-63-513:
(1) The failure to file any statement, amendment, or other materials required to be filed pursuant to § 23-63-506 or § 23-63-508; or
(2) The effectuation or any attempt to effectuate an acquisition of control of, or merger with, a domestic insurer unless the Insurance Commissioner has given his or her approval thereto.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-63-513
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-63-513. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-142. Mergers and consolidations and acquisition by exchange of stock.
(a)(1) A domestic stock insurer may merge or consolidate with one (1) or more domestic or foreign stock insurers authorized to transact insurance in this state by complying with the other applicable provisions of this chapter and subject to subsections (a) and (b) of this section.
(2) Further, any domestic stock insurance company may adopt a plan of exchange of the outstanding stock of its stockholders for the consideration herein designated to be paid or provided by a person that acquires the stock in the manner provided in this chapter by complying with the other applicable provisions of this chapter, subject to subsections (a) and (b) of this section.
(3) As consideration for the stock of a domestic insurer, the plan of exchange may provide that the acquiring person:
(A) Transfer shares of its stock;
(B) Transfer other securities issued by it;
(C) Pay cash therefor;
(D) Pay or provide other consideration; or
(E) Pay or provide any combination of the foregoing types of consideration.
(b)(1) As used in this section and §§ 23-69-146 and 23-69-147, “acquiring person” means any individual, any stock insurance corporation incorporated under the Arkansas Insurance Code or under prior laws of this state relating to the incorporation of domestic insurance corporations, any stock corporation incorporated under the Arkansas Business Corporation Act, § 4-26-101 et seq., or under prior laws of this state authorizing the establishment of business corporations and any foreign or alien stock corporation qualified to do business in Arkansas, and any foreign or alien stock insurance company authorized to do business in Arkansas.
(2) “Acquiring person” shall also be deemed to include a depos
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-142
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-69-142. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-145. Effect of merger or consolidation.
(a) When the agreement of merger or consolidation as filed with the Insurance Commissioner as required under § 23-69-144 becomes effective, the separate existence of the constituent corporations shall cease, and they shall become a single corporation in accordance with the agreement, possessing all rights, privileges, powers, franchises, and immunities of a public as well as of a private nature and being subject to all the liabilities and duties of each of the corporations so merged or consolidated, and all, and singular, the rights, privileges, powers, franchises, and immunities of each of the corporations and all property, real, personal, and mixed, and all debts owing on whatever account and all other things in action of or belonging to each of the corporations shall be vested in the surviving or consolidated corporation. All property, rights, privileges, powers, franchises, and immunities and all and every other interest shall be thereafter the property of the surviving or consolidated corporation as effectually as they were of the several and respective constituent corporations.
(b) However, all rights of creditors and all liens upon the property of any of the constituent corporations shall be preserved unimpaired, limited in lien to the property affected by the lien at the time of the merger or consolidation. All debts, liabilities, and duties of the respective constituent corporations shall thenceforth attach to the surviving or consolidated corporation and may be enforced against it to the same extent as if the debts, liabilities, and duties had been incurred or contracted by it.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-145
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-69-145. This identifies an authority to review, not proof of applicability.